OPKO Health to Acquire PROLOR Biotech

OPKO Health, Inc. and PROLOR Biotech, Inc. announced that the companies have signed a definitive merger agreement under which OPKO will acquire PROLOR, a biopharmaceutical company focused on developing and commercializing longer-acting proprietary versions of already approved therapeutic proteins, in an all-stock transaction.  Under the terms of the agreement, which has been approved by the boards of directors of both companies, holders of PROLOR common stock will receive 0.9951 shares of OPKO  common stock for each share of PROLOR common stock.  Based on a price of $7.03 per share of OPKO common stock, the transaction is valued at approximately $480 million, or $7.00 per share of PROLOR common stock.  The companies expect the transaction to be completed during the second half of 2013.  Closing of the transaction is subject to certain conditions including, the approval of OPKO's and PROLOR's stockholders and other customary closing conditions.

PROLOR's long-acting version of human growth hormone, hGH-CTP, has successfully completed four clinical trials, including a Phase II trial in adults with growth hormone deficiency (GHD). The trials showed that hGH-CTP has the potential to reduce the required dosing frequency of human growth hormone from the current standard of one injection per day to a single weekly injection.  hGH-CTP demonstrated a good safety and tolerability profile in these clinical trials.  A Phase II trial in children with GHD is currently ongoing, and a Phase III trial in adults with GHD is planned to begin in the second quarter of 2013.  Recombinant human growth hormone (hGH) is used for the long-term treatment of children and adults with GHD due to inadequate secretion of endogenous growth hormone.  hGH-CTP has been awarded orphan drug designation in the U.S. and Europe for both adults and children with GHD.

PROLOR's long-acting version of human growth hormone and long-acting clotting factors in preclinical development for hemophilia are based on the company's proprietary CTP technology. When attached to a therapeutic protein, CTP significantly extends the length of time the protein remains active in the body.  Clinical and preclinical studies show that the CTP technology appears to be safe and effective in extending the duration of all proteins tested to date.  CTP was identified at Washington University in St. Louis and is exclusively licensed to PROLOR for all proteins and peptides, except for four endocrine proteins that are licensed to Merck.  One of these, the long-acting fertility drug Elonva®, is already marketed by Merck & Co. in Europe.

"This transaction is consistent with OPKO's stated objective of broadening our portfolio of market-transforming therapies in selected specialty markets," commented Dr. Phillip Frost, OPKO's Chairman and Chief Executive Officer.  "With the inclusion of PROLOR's pipeline, OPKO will have four significant products in Phase III clinical development and a robust pipeline of important therapeutic and unique diagnostic products in various stages of development.  PROLOR's drug-product candidates for growth hormone deficiency, hemophilia, obesity and diabetes, along with its broadly applicable technology platforms and efficient research and development center are highly valuable assets that will complement OPKO's strategy."

"We believe this transaction recognizes the value we have created at PROLOR and provides our shareholders with attractive economic terms, as well as the opportunity to continue to share in the success of the combined company," commented Shai Novik, President of PROLOR.  "We believe that OPKO's track record of commitment to innovation and growth, along with its diversified portfolio of innovative therapeutic and diagnostic products, growing international presence, ongoing investments in commercial infrastructure and highly experienced management team make this combination an excellent fit for PROLOR."

"Leveraging the combined resources of both companies not only strengthens our various development programs, but also underscores our commitment to providing patients with next-generation therapies that may improve their health and quality of life," added Dr. Abraham Havron, Chief Executive Officer of PROLOR.

Barrington Research Associates, Inc., acted as the financial advisor to OPKO Health.  Jefferies LLC acted as financial advisor to PROLOR Biotech and the Strategic Alternatives Committee on the transaction, and Oppenheimer & Co provided a fairness opinion to the Strategic Alternatives Committee.  Akerman Senterfitt acted as legal advisor to OPKO Health.  DLA Piper LLP (US) acted as legal advisor to the Strategic Alternatives Committee and Greenberg Traurig, P.A. acted as legal advisor to PROLOR Biotech.